DNV, Press Release, April 21, 2023, 1.00 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
The global quality assurance and risk management provider DNV AS ("DNV" or the
"Offeror") has on February 28, 2023, commenced a voluntary recommended public
cash tender offer for all the issued and outstanding shares (the "Shares" or,
individually, a "Share") that are not held by cyber security services company
Nixu Corporation ("Nixu" or the "Company") or any of its subsidiaries, and the
issued and outstanding stock options (the "Stock Options") in Nixu (the "Tender
Offer").
The Finnish Financial Supervisory Authority has today approved a Finnish
language supplement document (the "Supplement Document") to the tender offer
document relating to the Tender Offer (the "Tender Offer Document"). The
Supplement Document relates to stock exchange release published by Nixu on
April 20, 2023, on the CEO's unaudited review for Q1 2023 (the "CEO's Review
for Q1 2023"), which the Offeror supplements the Tender Offer Document with.
The Supplement Document and the CEO's Review for Q1 2023 are added to this
release as Appendix 1.
The Finnish language version of the Tender Offer Document is available, and the
Finnish language version of the Supplement Document will be available on the
internet at www.tenderoffer.fi/nixu/ and www.nordea.fi/nixu-ostotarjous as of
April 21, 2023. The English language translation of the Tender Offer Document
is available, and the English language translation of the Supplement Document
will be available on the internet at www.tenderoffer.fi/en/nixu/ and
www.nordea.fi/nixu-offer as of April 21, 2023.
Advisors
Nordea Bank Abp acts as financial advisor to DNV in connection with the Tender
Offer and arranger in relation to the Tender Offer outside the United States.
In addition, DNV has retained White & Case LLP as legal advisor in connection
with the Tender Offer and Miltton Ltd as the communication advisor.
Nixu has retained Danske Bank as financial advisor and Borenius Attorneys Ltd
as legal advisor in connection with the Tender Offer.
Media and Investor Enquiries
Anniina Hautakoski, Nixu
anniina.hautakoski@nixu.com
+358 50 598 8304
Robert Coveney, DNV
rob.coveney@dnv.com
+44 7753 294 635
Leena Viitanen, Miltton
leena.viitanen@miltton.com
+358 40 7371 464
Information about the Tender Offer is made available at
www.tenderoffer.fi/en/nixu/ and www.nordea.fi/nixu-offer.
For administrative questions regarding the Tender Offer, please contact your
bank or nominee where you have your Shares registered.
About DNV
DNV is an independent assurance and risk management provider operating in more
than 100 countries with the purpose of safeguarding life, property, and the
environment. Headquartered in Oslo, Norway, DNV has Nordic roots and a global
footprint. The foundation-owned company employs nearly 13,000 experts to
advance safety and sustainable performance, set industry standards and invent
solutions for more than 100,000 customers across multiple industries including
maritime, energy, automotive, food and beverage, and healthcare.
About Nixu
Nixu is a cyber security services company that has been shaping the future
through cyber security for over three decades. The Company makes cyberspace a
secure place and helps clients ensure business resilience with peace of mind.
Nixu has Nordic roots, and employs around 400 of the best professionals in
Finland, Sweden, the Netherlands, Denmark, and Romania. Nixu's experts are
safeguarding the most demanding environments of some of the largest
organizations in the world across all industries. Nixu's shares are listed on
Nasdaq Helsinki.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED
MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Nixu in the United States
The Tender Offer will be made for the issued and outstanding shares in Nixu,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States in
compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable rules and regulations
promulgated thereunder, including Regulation 14E (in each case, subject to any
exemptions or relief therefrom, if applicable) and otherwise in accordance with
the disclosure and procedural requirements of Finnish law, including with
respect to the Tender Offer timetable, settlement procedures, withdrawal,
waiver of conditions and timing of payments, which are different from those of
the United States. Shareholders in the United States are advised that the
Shares are not listed on a U.S. securities exchange and that Nixu is not
subject to the periodic reporting requirements of the Exchange Act and is not
required to, and does not, file any reports with the U.S. Securities and
Exchange Commission (the "SEC") thereunder.
The Tender Offer is made to Nixu's shareholders resident in the United States
on the same terms and conditions as those made to all other shareholders of
Nixu to whom an offer is made. Any information documents, including this
release, are being disseminated to U.S. shareholders on a basis comparable to
the method that such documents are provided to Nixu's other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its broker's affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Tender Offer, and other
than pursuant to the Tender Offer and combination, directly or indirectly,
purchase or arrange to purchase, the Shares or any securities that are
convertible into, exchangeable for or exercisable for such Shares. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about such
purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a stock exchange or press release or
other means reasonably calculated to inform U.S. shareholders of Nixu of such
information. In addition, the financial advisers to the Offeror may also engage
in ordinary course trading activities in securities of Nixu, which may include
purchases or arrangements to purchase such securities. To the extent required
in Finland, any information about such purchases will be made public in Finland
in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of
this release. Any representation to the contrary is a criminal offence in the
United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Nixu's shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws since the
Offeror and Nixu are located in non-U.S. jurisdictions and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Nixu's shareholders may not be able to sue the Offeror or Nixu or their
respective officers or directors in a non-U.S. court for violations of the U.S.
federal securities laws. It may be difficult to compel the Offeror and Nixu and
their respective affiliates to subject themselves to a U.S. court's judgment.
Forward-looking Statements
This release contains statements that, to the extent they are not historical
facts, constitute "forward-looking statements." Forward-looking statements
include statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position, future operations and development, business strategy and
the trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
"believes," "intends," "may," "will" or "should" or, in each case, their
negative or variations on comparable terminology. By their very nature,
forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, investors are
cautioned not to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the date of this
release.
Disclaimer
Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this release. For the avoidance of doubt, Nordea Bank Abp is not
registered as a broker or dealer in the United States of America and will not
be engaging in direct communications relating to the Tender Offer with
investors located within the United States (whether on a reverse inquiry basis
or otherwise). U.S. shareholders should contact their brokers with any
questions relating to the Tender Offer.
Danske Bank A/S is authorized under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as financial adviser
to the Company and no other person in connection with these materials or their
contents. Danske Bank A/S will not be responsible to any person other than the
Company for providing any of the protections afforded to clients of Danske Bank
A/S, nor for providing any advice in relation to any matter referred to in
these materials. Without limiting a person's liability for fraud, Danske Bank
A/S nor any of its affiliates nor any of its respective directors, officers,
representatives, employees, advisers or agents shall have any liability to any
other person (including, without limitation, any recipient) in connection with
the Tender Offer.
Appendix 1: Supplement Document and the CEO's Review for Q1 2023
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1136621© 2023 GlobeNewswire
